EX-10.49 14 0014.txt AMENDMENT TO CAPITAL ACCUMULATION PLAN, PLAN...... EXHIBIT 10.49 CAPITAL ACCUMULATION PLAN OF LEVI STRAUSS & CO. (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001) PLAN DOCUMENT AND EMPLOYEE BOOKLET __________________________________ CAPITAL ACCUMULATION PLAN OF LEVI STRAUSS & CO. (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001) PLAN DOCUMENT AND EMPLOYEE BOOKLET INTRODUCTION Beginning in 1996, Levi Strauss & Co. ("LS&CO.") established the Capital Accumulation Plan of Levi Strauss & Co. (the "Plan"). The Plan provides a vehicle by which certain eligible employees of LS&CO. or its subsidiaries that participate under the Employee Investment Plan (the "EIP") (collectively, the "Company") can supplement their retirement savings by contributing a portion of their eligible compensation through after-tax payroll deduction upon reaching the maximum contribution amount allowed under the EIP. Eligible after-tax contributions under the Plan are deposited into an individual retail brokerage account offered by Charles Schwab & Co., Inc. (the "Account"), which must be established through LS&CO. In addition, after completing one year of service with the Company, each eligible employee who contributes under the Plan through after-tax payroll deduction will receive a Company matching contribution in his or her Account equal to 75% of his or her contribution. The benefits and other provisions described in this Plan Document and Employee Booklet are effective only if you are eligible to participate and become a participant in the Plan. THE COMPANY DOES NOT ENDORSE, RECOMMEND OR GUARANTEE ANY INVESTMENT OR SERVICE OFFERED, PROVIDED OR PROMISED BY CHARLES SCHWAB & CO., INC. ("CHARLES SCHWAB") OR ANY OTHER OFFEROR OF INVESTMENTS. BECAUSE THE ACCOUNT IS A REGULAR INDIVIDUAL RETAIL BROKERAGE ACCOUNT, YOU ARE SOLELY RESPONSIBLE FOR SELECTING AND MONITORING YOUR INVESTMENT CHOICES, PAYING RELATED COMMISSIONS AND CHARGES, AND FOR INVESTMENT RESULTS FROM PARTICIPATING IN THE PLAN. COMPANY INVOLVEMENT IS LIMITED TO ESTABLISHING YOUR AFTER-TAX PAYROLL DEDUCTION AND MAKING THE MATCHING CONTRIBUTION. ALL FUNDS CONTRIBUTED BY YOU AND THE COMPANY UNDER THE PLAN ARE DEPOSITED INTO YOUR ACCOUNT. NEITHER THE COMPANY NOR ANY TRUST HOLDS ANY OF THESE FUNDS. WHO IS ELIGIBLE TO During any "Plan Year," as defined PARTICIPATE IN THE below, you are eligible to participate PLAN? in the Plan if you are currently employed by the Company and meet ALL of the following requirements: [ ] You were eligible to participate and elected to participate in the EIP during the Plan Year; and [ ] You contributed the maximum amount permitted under the EIP during the Plan Year. For example, for the Plan Year ending in November 2001, the maximum amount that you could contribute to the EIP was $17,000. The "Plan Year" for the Plan is LS&CO.'s fiscal year, which ends on the last Sunday of each November. HOW CAN I ENROLL IN THE PLAN? If you are eligible to participate in the Plan and have an existing Account, then you will be automatically enrolled in the Plan. In the event that you do not have an existing Account, you must submit a completed and signed "Charles Schwab & Co., Inc. account application form" to U.S. Retirement Benefits (and NOT to Charles Schwab) to enroll in the Plan. Please send the form to: Levi Strauss & Co., U.S. Retirement Benefits, 1155 Battery Street KO/1, San Francisco, CA 94111. WHEN WILL I BECOME A PARTICIPANT? If you are eligible to participate and become enrolled in the Plan, you will be- come a participant in the Plan as of the date on which your after-tax contributions are credited to your Account. If you properly set up your Account by the pay period in which you contributed the maximum amount under the EIP, your after-tax contributions will begin to be credited to your Account as of the following pay period. If you do not have an existing Account at the time you become eligible, your after-tax contributions will usually begin to be credited to your Account within three or four weeks after your Account is established. PLEASE NOTE THAT YOU WILL NOT BE PERMITTED TO MAKE ANY RETROACTIVE CONTRIBUTIONS TO THE PLAN. HOW LONG CAN I PARTICIPATE IN THE You can continue to participate in the PLAN? Plan through the last pay period in December of each year, provided that you continue to be paid on the Home Office payroll of LS&CO. through such date. If you cease being paid on the Home Office payroll before such date, then your participation under the Plan will cease as of the last pay period in which you are paid on the Home Office payroll of LS&CO. EXAMPLE. JEAN IS PAID ON THE HOME OFFICE PAYROLL OF LS&CO. DURING THE 2001 AND 2002 PLAN YEARS. JEAN PARTICIPATED IN THE EIP DURING THE 2001 PLAN YEAR AND CONTRIBUTED 10% OF HER EIP COVERED COMPENSATION. IN THE FIRST PAY PERIOD OF APRIL 2001, JEAN REACHED THE MAXIMUM CONTRIBUTION AMOUNT UNDER THE EIP FOR THAT PLAN YEAR (I.E., $17,000) AND HAD AN EXISTING ACCOUNT. BEGINNING WITH THE NEXT PAY PERIOD OF APRIL 2001, SHE BECAME A PARTICIPANT IN THE PLAN. JEAN MAY CONTINUE PARTICIPATING IN THE PLAN UNTIL THE LAST PAY PERIOD IN DECEMBER 2001. AS OF THE FIRST PAY PERIOD IN JANUARY 2002, JEAN WILL AGAIN BE ELIGIBLE TO MAKE PRE-TAX CONTRIBUTIONS UNDER THE EIP. IF JEAN CONTRIBUTES THE MAXIMUM AMOUNT PERMITTED UNDER THE EIP DURING 2002, SHE WILL AGAIN BECOME ELIGIBLE TO PARTICIPATE IN THE PLAN THROUGH THE LAST PAY PERIOD IN DECEMBER 2002. If you cease being paid on the Home Office payroll while you participate in the Plan, you will not be permitted to make any additional contributions to the Plan through payroll deduction and you will not be entitled to receive the Company match. However, if you resume being paid on the Home Office payroll before the last pay period of December in the year in which you participated in the Plan and have an existing Account, then you will be eligible to recommence your participation in the Plan. If you do not have an existing Account when you resume being paid on Home Office payroll, then you will be eligible to recommence your participation in the Plan as of the first pay period after you reestablish your Account. Please note that your after-tax contributions to your Account will usually restart within three or four weeks after your Account is reestablished. AGAIN, PLEASE REMEMBER THAT YOU WILL NOT BE PERMITTED TO MAKE ANY RETROACTIVE CONTRIBUTIONS TO THE PLAN. HOW MUCH MAY I You may contribute up to 10% (in 1% CONTRIBUTE TO THE increments) of your "covered compensa- PLAN DURING EACH PAY tion," as defined below, to your Account PERIOD? during each pay period that you are eligible to participate in the Plan. Unless you specify otherwise, your CAP contribution percentage will be the percentage you elected under the EIP (up to 10%). If your covered compensation increases during the year, the amount of your payroll deduction to the Plan will also increase because your deduction is based on your designated contribution percentage. Likewise, if your covered compensation decreases during the year, the amount of your payroll deduction to the Plan will also decrease. "Covered compensation" means your base salary, AIP bonus, including deferrals of such amounts under the Deferred Compensation Plan for Executives. CAN I CHANGE MY PAYROLL DEDUCTION? You may increase (up to 10%), decrease, or stop your payroll deductions to the Plan at any time. Your request will become effective as soon as practicable following the date you submit your request. Generally, your request will take at least two pay periods to become effective. WHAT HAPPENS TO MY PAYROLL DEDUCTION? The amount deducted from your paycheck, along with the Company match, will be sent to Charles Schwab and automatically deposited into a money market fund in your Account. You may then contact Charles Schwab directly to request that your funds be redirected to other investments offered through Charles Schwab. BESIDES PAYROLL DEDUCTIONS, IS THERE Generally, you are permitted to contri- ANY OTHER WAY TO CONTRIBUTE TO THE bute up to 10% of your covered PLAN? compensation to your Account only through payroll deductions. However, there are two important exceptions to this general rule. [ ] You may transfer funds from non-payroll sources to your Account at any time by sending a hand-drawn personal check directly to Charles Schwab and NOT to the Company. Because you own your Account, you are permitted to make these contributions to your Account at any time. HOWEVER, SUCH OUTSIDE FUNDS WILL NOT BE ELIGIBLE FOR THE 75% COMPANY MATCH. [ ] If you receive your AIP bonus in the same pay period that you contributed the maximum amount permitted under the EIP, then you will be permitted to do a one-time retroactive "make-up" contribution to your Account by submitting a hand-drawn personal check to U.S. Retirement Benefits, PROVIDED that you have an existing Account AND U.S. Retirement Benefits receives your check no later than 30 days after it sends you notification of your right to do such make-up contribution. Your maximum AIP make-up contribution will be limited to 10% of that portion of your AIP bonus (including AIP deferrals under the Deferred Compensation Plan for Executives) that cannot be taken into account as covered compensation under the EIP. If you have completed one year of service with the Company, your eligible AIP make-up contribution will also receive the 75% Company match; however, appropriate taxes will be withheld from the Company match. SEE SECTION, BELOW, ENTITLED "WHAT IS THE AMOUNT OF THE MATCHING CONTRIBUTION?" EXAMPLE. CHRIS PARTICIPATED IN THE EIP DURING THE 2001 PLAN YEAR AND ELECTED TO CONTRIBUTE 10% OF HIS EIP COVERED COMPENSATION. BY THE FIRST PAY PERIOD OF FEBRUARY 2001, HE HAD CONTRIBUTED $16,500 TO THE EIP. IN THAT SAME PAY PERIOD, CHRIS RECEIVED HIS AIP BONUS OF $60,000. ONLY $5,000 OF CHRIS' $60,000 AIP BONUS WAS TAKEN INTO ACCOUNT AS COVERED COMPENSATION UNDER THE EIP BECAUSE HE REACHED THE EIP'S $17,000 MAXIMUM CONTRIBUTION LIMIT FOR 2001. THIS IS THE CASE BECAUSE 10% OF $5,000 IF $500, WHICH IS THE AMOUNT HE NEEDED TO REACH THE $17,000 LIMIT. THUS, ASSUMING THAT CHRIS BECOMES A PARTICIPANT IN THE PLAN AS OF THE SECOND PAY PERIOD OF FEBRUARY 2001 AND THAT HE HAS COMPLETED ONE YEAR OF SERVICE WITH THE COMPANY AS OF SUCH DATE, HE WILL BE PERMITTED TO DO A MAKE-UP CONTRIBUTION TO THE PLAN UP TO $5,500 (I.E., $55,000 X 10%). THIS $5,500 CONTRIBUTION TO THE PLAN WILL ALSO BE ELIGIBLE FOR THE 75% COMPANY MATCH. WHAT IS THE AMOUNT OF THE MATCHING Upon completion of one year of service CONTRIBUTION? with the Company, the Company matches 75% of your payroll and eligible AIP make-up contributions to the Plan. Because the Company match is immediately taxable income, appropriate taxes will be with- held from your regular pay so that the entire Company match can go into your Account. However, if you make an eligible AIP make-up contribution to the Plan, your hand-drawn personal check and Company match (after appropriate taxes are withheld from such match) will be deposited into your Account. IN WHOSE NAME WILL MY ACCOUNT BE Your Account will be a regular REGISTERED? individual brokerage account registered in your name with Charles Schwab. Unlike the EIP, you (not a trust) will own the investments directly and in your name. No funds are set aside in a trust or held by the Company. HOW CAN I INVEST THE FUNDS IN MY You will need to contact Charles Schwab ACCOUNT? directly and select how to invest the funds in your Account. Charles Schwab offers various investment options for you to choose from. Because your Account is a regular individual brokerage account you have sole responsibility to make and monitor your investments under the Plan. Your investments through the Account can go up or down, and any risk of loss is borne by you. The Company's only involve- ment is limited to making the match and depositing your payroll and eligible AIP make-up contributions to the Plan. ALSO, YOU SHOULD BE AWARE THAT CHARLES SCHWAB MAY HAVE REQUIREMENTS, LIMITATIONS, COMMISSIONS, CONDITIONS, AND FEES WITH RESPECT TO THE INVESTMENT OF FUNDS CONTRIBUTED TO YOUR ACCOUNT. SUCH MATTERS ARE SOLELY WITHIN THE CONTROL OF CHARLES SCHWAB AND NOT THE COMPANY. FULFILLMENT OR COMPLIANCE WITH ANY OF THESE REQUIREMENTS, LIMITATIONS OR CONDITIONS AND PAYMENT OF ANY COMMISSIONS AND FEES IS YOUR PERSONAL RESPONSIBILITY. DOES THE COMPANY PROTECT ME AND MY The Company will not protect or guarantee INVESTMENTS IF MY INVESTMENTS your Account in any way. Thus, for LOSE MONEY? example, if your investments lose money, the stock markets crash, or Charles Schwab files bankruptcy or is otherwise unable to cover the funds credited to your Account, you alone will assume the risk of loss on your investments. SINCE EACH INVESTMENT OPTION PRESENTS VARYING DEGREES OF RISK AND RETURN CHARACTER- ISTICS, YOU SHOULD CONSULT WITH YOUR FINANCIAL ADVISOR BEFORE SELECTING WHICH INVESTMENT OPTIONS ARE RIGHT FOR YOU. WILL I RECEIVE ACCOUNT STATEMENTS? Charles Schwab will send you periodic statements regarding your Account balance and transaction confirmations. The frequency and content of any information regarding your Account are the sole responsibility of Charles Schwab, and not the Company. MAY I WITHDRAW FUNDS FROM MY ACCOUNT Because you own your Account, you are WHILE I AM EMPLOYED BY THE COMPANY? permitted to withdraw funds at any time. However, please remember that if you with draw your funds and close your Account, you will need to timely re-open your Account in order to avoid any interrup- tion in your payroll and eligible AIP make-up contributions to the Plan if you reach the EIP maximum contribution limit. WHAT ARE MY OPTIONS WITH RESPECT TO After your separation from employment MY ACCOUNT AFTER MY SEPARATION FROM with the Company, you are permitted to EMPLOYMENT WITH THE COMPANY? request a withdrawal from your Account at any time. The Company has no involve- ment with your Account after you separate from employment. However, if a Company match is mistakenly made to your Account following your separation from employment, the Company has a right to obtain a refund of that money. WHAT ARE THE TAX CONSEQUENCES OF The federal income tax laws are complex PARTICIPATING IN THE PLAN? and change from time to time. The follow- ing description is based on the current federal income tax laws and does not discuss tax consequences of participating in the Plan under any local, state, or foreign tax laws. Also, the following description is intended solely to be general and should not be relied upon as specific tax advice. BECAUSE EACH INDIVIDUAL'S SITUATION IS UNIQUE, YOU SHOULD CONSULT WITH YOUR TAX ADVISOR ABOUT THE SPECIFIC TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN. The Plan is a voluntary investment program. There is no identifiable tax benefit to you by participating in the Plan. Specifically, you should be aware of the following: [ ] Your payroll deduction contributions are made on an after-tax basis. This means that your contributions are included in your gross income and are subject to federal income, employment (including Social Security) and other taxes. [ ] You will have taxable income upon the payment of the Company match. The Company is required to withhold specific amounts of tax in connection with the match. [ ] Buying and selling securities and other investments in your Account may generate taxable income, either as capital gains or ordinary income. It will be your responsibility to report this income and pay any applicable taxes. [ ] In order for you to correctly report and pay any taxes with respect to the investment of your Account, you must accurately record your basis in any investment. YOU SOLELY BEAR THE RESPONSIBILITY TO ASCERTAIN ANY REPORTABLE INCOME WITH RESPECT TO YOUR ACCOUNT, AND REPORT SUCH INCOME AND PAY ANY APPLICABLE TAXES. FOR INFORMATION RELATING TO ANY TAX FOR WHICH YOU ARE LIABLE WITH RESPECT TO YOUR ACCOUNT, YOU SHOULD CONTACT EITHER CHARLES SCHWAB, ANY OTHER OFFEROR OF INVESTMENTS HELD IN YOUR ACCOUNT, AND/OR YOUR TAX ADVISOR. IS THIS A TAX-QUALIFIED PLAN? The Plan is a non-qualified retirement plan, which means that the Plan is not qualified under Sections 401(a), 401(k), or 423 of the Internal Revenue Code. Thus, the benefits offered under such Sections of the Code, including but not limited to deferral of taxes on contribu- tions or investment earnings, are not available to you by participating in the Plan. IS THIS AN ERISA PLAN? The Plan is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, including but not limited to the reporting, disclosure, and fiduciary responsibility rules. CAN THE PLAN BE AMENDED OR LS&CO. reserves the right to amend, TERMINATED? suspend or terminate the Plan at any time and for any reason, in whole or in part, including the existence, timing, or amount of the Company match, the suspension rules or the brokerage firm. The Plan may be amended in writing by the Board of Directors of LS&CO. or by any person to whom the Board of Directors has delegated such authority. In addition, Charles Schwab may change its rules, policies, investment choices and fee and commissions structure. Those changes, and any communications describing such changes, are the sole responsibility of Charles Schwab. WHO ADMINISTERS THE PLAN? The Plan is administered by the Administrative Committee for Retirement Plans, to the extent described below. The Administrative Committee, or its delegate is responsible for administration of the Plan in the following respects: [ ] Determination of eligibility to participate; [ ] Interpretation of the Plan; and [ ] The provision of forms relating to participation in the Plan, excluding any forms required by Charles Schwab in connection with your Account. WHAT ARE CHARLES SCHWAB'S With respect to the Plan, Charles RESPONSIBILITIES UNDER THE PLAN? Schwab is responsible for the following: [ ] The investments offered to Plan participants; [ ] The provision of information to Plan participants regarding Accounts, including but not limited to information regarding assets held in your Account, dividends paid with respect to Account investments, gains or losses on transactions involving your Account investments, and taxes for which you may be liable with respect to your Account or its investments; and [ ] The execution of your investment instructions with respect to your Account. CHARLES SCHWAB HAS SOLE RESPONSIBILITY WITH RESPECT TO YOUR ACCOUNT. THE COMPANY IS NOT RESPONSIBLE FOR ANY REQUIREMENTS, CONDITIONS, INVESTMENT OPTIONS OR OTHER DECISIONS BY CHARLES SCHWAB, OR FOR THE CONTENT OR TIMING OF ANY COMMUNICATIONS OR REPORTS FROM CHARLES SCHWAB. WHO DO I CONTACT FOR ADDITIONAL If you have any questions about the INFORMATION ABOUT THE PLAN? Plan, please contact U.S. Retirement Benefits: U.S. Retirement Benefits Levi Strauss & Co. P.O. Box 7215 San Francisco, CA 94120 Phone: (415) 501-1532 The Company may from time to time distribute information about the Plan via hard copy, email, or voicemail.